ANADARKO PETROLEUM CORP (Form: 8-K, Received: 11/17/2005 17:24:16)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Earliest Event Reported: November 15, 2005
Commission File No. 1-8968

ANADARKO PETROLEUM CORPORATION
1201 Lake Robbins Drive, The Woodlands, Texas 77380-1046
(832) 636-1000


Incorporated in the State of Delaware		Employer Identification No. 76-0146568

Item 1.01 Entry into a Material Definitive Agreement

(a) On November 15, 2005, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Anadarko Petroleum Corporation (the “Company”) approved base salary increases for the Company’s named executive officers and other executive officers effective as of November 1, 2005. The annual base salary for the CEO and the next four most highly compensated officers was increased for 2006 as follows. The annual base salary for James T. Hackett, President and Chief Executive Officer, was increased to $1,300,000. The annual base salary for Robert P. Daniels, Senior Vice President, Exploration and Production, was increased to $450,000. The annual base salary for Mark L. Pease, Senior Vice President, Exploration and Production, was increased to $450,000. The annual base salary for R. A. Walker, Senior Vice President, Finance and Chief Financial Officer, who joined the Company in September 2005, was unchanged. The annual base salary for Robert K. Reeves, Senior Vice President, Corporate Affairs & Law and Chief Governance Officer, was increased to $420,000.

The bonus targets beginning with the 2006 plan year were also amended for certain executive officers. Under the Annual Incentive Plan, a bonus target is established for each executive officer based upon a review of the competitive data for that position, level of responsibility and the position’s ability to impact the Company’s success. Actual bonus awards are based on the Company’s achievement of the performance goals and the executive’s individual performance. Individuals may receive up to 200% of their individual bonus target if the Company significantly exceeds the specified goals and, conversely, no bonus is paid if the Company does not achieve a minimum threshold level of performance. Beginning with the 2006 plan year, the projected 2006 bonus target for Mr. Hackett is 130%; for Mr. Daniels, 95%; for Mr. Pease, 95%; for Mr. Walker, 85%; and for Mr. Reeves, 85%.

(b) On November 15, 2005, the Committee also amended all of the Company’s forms of Stock Option Agreement under its 1998 Director Stock Plan and 1999 Stock Incentive Plan to provide for a 90-day exercise grace period after a voluntary termination by an employee of his or her employment with the Company. The amended forms of agreement are attached as Exhibits 10.1-10.5 to this Form 8-K and are applicable to grants made on or after November 15, 2005.

Item 9.01 Financial Statements and Exhibits

10.1		Form of Stock Option Agreement – 1998 Director Stock Plan

10.2		Form of Stock Option Agreement – 1999 Stock Incentive Plan (Executive)

10.3		Form of Stock Option Agreement – 1999 Stock Incentive Plan (Non-Executive)

10.4		Form of Stock Option Agreement – 1999 Stock Incentive Plan (UK Nationals)

10.5		Form of Stock Option Agreement – 1999 Stock Incentive Plan (Canadian Nationals)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized officer.


	ANADARKO PETROLEUM CORPORATION
		(Registrant)
November 17, 2005	By:	/s/ Charlene A. Ripley

		Charlene A. Ripley – Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

10.1		Form of Stock Option Agreement — 1998 Director Stock Plan

10.2		Form of Stock Option Agreement — 1999 Stock Incentive Plan (Executive)

10.3		Form of Stock Option Agreement — 1999 Stock Incentive Plan (Non-Executive)

10.4		Form of Stock Option Agreement — 1999 Stock Incentive Plan (UK Nationals)

10.5		Form of Stock Option Agreement — 1999 Stock Incentive Plan (Canadian Nationals)

EXHIBIT 10.1

November, 2005

ANADARKO PETROLEUM CORPORATION

1998 DIRECTOR STOCK PLAN
STOCK OPTION AGREEMENT

1. To the extent that the right to purchase shares has accrued hereunder, the Options, or any part thereof, may be exercised by giving written notice of exercise to the Corporate Secretary of the Company specifying the number of shares to be purchased and the method of purchase. If Anadarko Common Stock is used to exercise the Options, the fair market value of such Common Stock shall be the mean of the high and low prices of shares of Common Stock of the Company traded on the date of exercise as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System. Date of exercise shall be deemed to be the date set forth on the notice of exercise. Such exercise shall be subject to payment and such approval as may be required under policies and procedures established by the Committee designated by the Board of Directors of the Company to administer and interpret the Plan (the “Committee”). No shares shall be issued or delivered until full payment therefor has been made.

2. The Options may not be exercised unless the Director is at the time of such exercise a director of the Company and shall have been continuously a director of the Company, since the date of this Agreement; provided, however, that the Options shall be exercisable following the termination or expiration of the Director’s position as a director of the Company during the term of the Options as follows:

(i) Retirement or Disability . If the Director shall cease to be a director of the Company by reason of (a) Retirement (as defined below) or (b) disability within the meaning of Section 105(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”), the Director (or, in the event of Director’s death, the Director’s legal representative) may, within a period of not more than twenty-four (24) months after such cessation, exercise the Option if and to the extent it was exercisable on the date of such cessation. In no event may the Options be exercised more than ten (10) years from the date of grant. “Retirement” for purposes hereof is defined as (i) 10 years of service as a director of the Company (ii) attainment of age 55 and five years service as a director of the Company, or (iii) attainment of
age 65.

(ii) Death of Director . In the event of the death of the Director while a director of the Company, any Option granted to the Director shall vest and be immediately exercisable with respect to all or any part of the shares as to which such Option remains unexercised by the Director’s legal representative or other person or persons to whom the Director’s rights under the Option shall pass by the Director’s will or the laws of descent and distribution, but only before the expiration of ten (10) years from the date of grant or of the twelve (12) month period after the Director’s death, whichever event first occurs.

(iii) Resignation from the Board of Directors. If the Director resigns from the Company’s Board of Directors, the Director (or, in the event of the Director’s death, the Director’s legal representative) may, within a period of not more than three (3) months after the effective date of such resignation, exercise the Options if and to the extent they were exercisable at the date of such resignation. In no event may the Options be exercised more than ten (10) years from the date of grant.

Section 2(ii) of this Agreement shall not apply if a Director is removed from the Company’s Board of Directors pursuant to Section 3.1 of the Company’s By-laws.

3. The Options granted hereunder are not transferable by the Director otherwise than by will or the laws of descent and distribution and are exercisable, during the Director’s lifetime, only by the Director. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Options, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the Options or any right or privilege conferred hereby, the Options and the right and privilege conferred hereby shall immediately become null and void.

4. The Company may, at any time, in its sole discretion and with or without cause, cancel the Options, in whole or in part, to the extent they have not become exercisable at the time of such action.

5. The Director shall have no rights as a stockholder with respect to any shares of Common Stock subject to the Options prior to the date of issuance to the Director of a certificate or certificates for such shares.

6. By accepting the Options, the Director agrees for himself or herself and his or her legal representative that any and all shares of Common Stock purchased upon the exercise of either Option shall be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and that each notice of the exercise of any portion of the Options shall be accompanied by a representation and agreement in writing signed by the Director or the Director’s legal representative, as the case may be, to the foregoing effect and, to the effect that no sale of such shares of Common Stock shall be made other than in compliance with the registration provisions of the Securities Act of 1933 or pursuant to an exemption therefrom; provided, however, if at the time such notice of exercise is given the shares issuable upon exercise of the Options are registered under the Securities Act of 1933, the Director shall, in lieu of the aforesaid representation and agreement, furnish an agreement in writing to the effect that he or she shall not offer or sell any of shares acquired as a result of such exercise unless the Company has registered such shares for resale under the Securities Act of 1933, or such Director sells such shares pursuant to an exemption from the registration requirements of such Act.

7. If at any time the Company shall determine in its discretion that the listing or qualification of the shares of Common Stock subject hereto under any securities

exchange requirements or under any applicable state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the Options or the issue of shares hereunder, the Options may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

8. This Option may be adjusted or required to be surrendered pursuant to the provisions of Section 7 of the Plan.

9. Upon an exercise of this Option, the Company may be required to withhold federal and local tax with respect to the realization of compensation by the Director as a result of exercise of this Option. The Company is hereby authorized to satisfy any such withholding requirement out of (i) any cash or Common Stock distributable upon such exercise and (ii) any other cash compensation then or thereafter payable to the Director. To the extent that the Company in its sole discretion determines that such sources are or may be insufficient to fully satisfy such withholding requirement, the Director, as a condition to the exercise of this Option, shall deliver to the Company cash or Common Stock in an amount determined by the Company to be sufficient to satisfy any withholding requirement.

10. Any notice to be given to the Company under this Agreement shall be addressed to the Corporate Secretary of the Company at 1201 Lake Robbins Drive, The Woodlands, Texas 77380, and any notice to be given to the Director under this Agreement shall be addressed to the Director at the address on file with the Company; provided, however, that either party may substitute a different address by notice in writing to the other. Except as otherwise provided in this Agreement, any such notice shall be deemed to have been duly given if and when enclosed in a properly sealed envelope addressed as aforesaid and deposited, postage prepaid, in a post office or branch post office regularly maintained by the United States Government.

11. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, but neither this Agreement nor any rights hereunder shall be assignable by the Director except as specifically provided for herein.

12. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas.

EXHIBIT 10.2

November, 2005

ANADARKO PETROLEUM CORPORATION

EXECUTIVE
1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
(Seven-Year Term)

1. To the extent that the right to exercise Options has accrued hereunder, the Options, or any part thereof, may be exercised in whole or in part by filing a written notice with the Corporate Secretary of the Company at its corporate headquarters. Such notice shall be in the form specified by the Committee. If no form has been specified, such notice shall specify the number of Options that the Participant wants to exercise and the method of exercise. Payments of all amounts due shall be made by check payable to the Company. Except as otherwise provided by the Committee before an Option is exercised: (i) all or a portion of the Exercise Price may be paid by delivery of Mature Shares having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. No Shares shall be issued or delivered until full payment therefor has been made.

2. The Options may not be exercised unless the Participant is at the time of such exercise an employee of the Company, or an Affiliate, and shall have been continuously employed by the Company, or an Affiliate, since the date the Options were granted; provided, however, that the Options shall be exercisable following the termination of the Participant’s employment during the term of the Options as provided in sections (i) through (v) below. Options, which are not and do not become exercisable at the time of the Participants termination of employment shall, coincident therewith, terminate and be of no further force or effect.

(i) Retirement . If the Participant shall cease to be an employee of the Company, or an Affiliate, by reason of retirement pursuant to a pension or retirement plan of the Company, or of a subsidiary, the Participant (or, in the event of Participant’s death, the Participant’s legal representative) may, within a period of not more than thirty-six (36) months after the date of cessation of employment, exercise the Options if and to the extent they were exercisable on the date of cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

Participant shall vest and be immediately exercisable with respect to all or any part of the Options which remain unexercised. In the event of the death of the Participant, the Participant’s legal representative or other person or persons to whom the Participant’s rights under the Options shall pass by the Participant’s will or the laws of descent and distribution, may, within a period of not more than twelve (12) months after the date of death, exercise the Options. In the event of the total disability of the Participant, the Participant (or, in the event of Participant’s death, the Participant’s legal representative) may, within a period of not more than thirty-six (36) months after the date of cessation of employment, exercise the Options. In no event may the Options be exercised more than seven (7) years from the date of grant.

(iii) Termination Without Cause . If the Participant’s employment with the Company, or an Affiliate, is terminated by the Company or an Affiliate due to a reduction in force, job abolishment, or at the convenience of the Company, or an Affiliate as determined by the Committee, the Participant (or, in the event of the Participant’s death, the Participant’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

(iv) Termination following Change of Control . If the Participant’s employment with the Company, or an Affiliate, is terminated following Change of Control and the Participant received a benefit under the Key Employee Change of Control Contract or the Change of Control Severance Pay Plan, the Participant (or, in the event of the Participant’s death, the Participant’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

(v) Voluntary Termination . If the Participant voluntarily terminates his or her employment with the Company, or an Affiliate, the Participant (or, in the event of the Participant’s death, the Participant’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

Notwithstanding anything to the contrary, if the Participant is terminated by the Company, or an Affiliate, as provided in (iii), (iv) and (v) above and the Participant qualifies for retirement under the Company’s retirement plan, the Participant shall be deemed to have terminated because of retirement.

The Committee may, under unusual circumstances and pursuant to the Plan, accelerate the time at which Options may be exercised.

3. The Options granted hereunder are not transferable by the Participant except by

will or the laws of descent and distribution. Options are exercisable, during the Participant’s lifetime, only by the Participant. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Options, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the Options or any right or privilege conferred hereby, the Options and the right and privilege conferred hereby shall immediately become null and void.

4. The Options may be adjusted or required to be surrendered pursuant to the provisions of the 1999 Stock Incentive Plan.

5. The Participant shall have no rights as a stockholder with respect to any Shares subject to the Options prior to the date of issuance to the Participant of a certificate or certificates for such Shares.

6. The Participant shall be considered to be in the employment of the Company, or an Affiliate, as long as the Participant remains an employee of either the Company, or an Affiliate, or a corporation or a parent or subsidiary of a corporation assuming or substituting a new option for this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined either by the Committee or the Board of Directors of the employing corporation, and its determination shall be final. Nothing herein contained shall confer upon the Participant any right with respect to continuance of employment by the Company, or an Affiliate, or interfere in any way with the right of the Company, or an Affiliate, to terminate the Participant’s service, responsibilities, duties and authority to represent the Company or such Affiliate at any time, in its sole discretion and with or without cause subject to applicable law.

7. If at any time the Company shall determine in its discretion that the listing or qualification of Shares subject hereto under any securities exchange requirements or under any applicable state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the Options or the issue of Shares hereunder, the Options may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

8. All distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules as may be established by the Committee, such withholding obligations may be satisfied through the surrender of Shares which the Participant already owns, or to which the Participant is otherwise entitled to under the Plan.

9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, but neither this Agreement nor any rights hereunder shall be assignable by the Participant except as specifically provided for herein.

10. Unless otherwise specifically defined herein, each term used herein which is defined in the 1999 Stock Incentive Plan shall have the meaning assigned such term in the 1999

Stock Incentive Plan.

11. This Agreement may be amended by agreement of the Participant and the Company, without the consent of any other person.

12. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas.

EXHIBIT 10.3

November, 2005

ANADARKO PETROLEUM CORPORATION

NON-EXECUTIVE
1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
(Seven-Year Term)

(iii) Termination Without Cause . If the Participant’s employment with the Company, or an Affiliate, is terminated by the Company or an Affiliate due to a reduction in force, job abolishment, or at the convenience of the Company, or an Affiliate as determined by the Company, the Participant (or, in the event of the Participant’s death, the Participant’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

3. If the Participant’s employment with the Company, or an Affiliate, is terminated by the Company or an Affiliate due to a reduction in force, job abolishment, or at the convenience of the Company, or an Affiliate, any and all unvested Options granted hereunder will vest and become fully exercisable on the date of termination.

4. The Options granted hereunder are not transferable by the Participant except by will or the laws of descent and distribution. Options are exercisable, during the Participant’s lifetime, only by the Participant. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Options, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the Options or any right or privilege conferred hereby, the Options and the right and privilege conferred hereby shall immediately become null and void.

5. The Options may be adjusted or required to be surrendered pursuant to the provisions of the 1999 Stock Incentive Plan.

6. The Participant shall have no rights as a stockholder with respect to any Shares subject to the Options prior to the date of issuance to the Participant of a certificate or certificates for such Shares.

7. The Participant shall be considered to be in the employment of the Company, or an Affiliate, as long as the Participant remains an employee of either the Company, or an Affiliate, or a corporation or a parent or subsidiary of a corporation assuming or substituting a new option for this Option. Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined either by the Committee or the Board of Directors of the employing corporation, and its determination shall be final. Nothing herein contained shall confer upon the Participant any right with respect to continuance of employment by the Company, or an Affiliate, or interfere in any way with the right of the Company, or an Affiliate, to terminate the Participant’s service, responsibilities, duties and authority to represent the Company or such Affiliate at any time, in its sole discretion and with or without cause subject to applicable law.

8. If at any time the Company shall determine in its discretion that the listing or qualification of Shares subject hereto under any securities exchange requirements or under any applicable state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the Options or the issue of Shares hereunder, the Options may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

9. All distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules as may be established by the Committee, such withholding obligations may be satisfied through the surrender of Shares which the Participant already owns, or to which the Participant is otherwise entitled to under the Plan.

10. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, but neither this Agreement nor any rights hereunder shall be assignable by the Participant except as specifically provided for herein.

11. Unless otherwise specifically defined herein, each term used herein which is defined in the 1999 Stock Incentive Plan shall have the meaning assigned such term in the 1999 Stock Incentive Plan.

12. This Agreement may be amended by agreement of the Participant and the Company, without the consent of any other person.

13. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas.

EXHIBIT 10.4

November, 2005

ANADARKO PETROLEUM CORPORATION
1999 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT
for UK Nationals

1. To the extent that the options have vested, all or any part thereof, may be exercised by giving written notice of exercise to the Stock Option Administrator of the Company. The notice should specify the number of options to be exercised and the method of exercise. The date of exercise shall be deemed to be the date set forth on the notice of exercise. Such exercise shall be subject to payment and such approval as may be required under policies and procedures established by the Committee designated by the Board of Directors of the Company to administer and interpret the Plan. No shares shall be issued or delivered until full payment for the options exercised have been made.

2. The options granted hereunder are not transferable by the Optionee and are exercisable, during the Optionee’s lifetime, only by the Optionee. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the options, or of any right or privilege conferred hereby, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon the options or any right or privilege conferred hereby, the options and the right and privilege conferred hereby shall immediately become null and void.

3. The options may not be exercised unless the Optionee is an employee of the Company or an affiliate of the Company at the time of such exercise and shall have been continuously employed by the Company, or an affiliate of the Company, since the date of this Agreement; provided, however, that the options shall be exercisable following the termination of the Optionee’s employment during the term of the options as follows:

(i) Retirement . If the Optionee shall cease to be employed by the Company or an affiliate of the Company by reason of retirement pursuant to a pension or retirement plan of the Company, or of an affiliate of the Company, the Optionee may, within a period of not more than six (6) months after such cessation of employment, exercise the option if and to the extent it was exercisable on the date of such cessation. In no event may the options be exercised more than seven (7) years from the date of grant.

(ii) Death or Disability of Optionee . Notwithstanding Paragraph 2, in the event of the death of the Optionee prior to retirement or if the Optionee shall cease to be an employee of the Company or an affiliate of the Company by reason of disability prior to retirement, any option granted to the Optionee shall vest and be immediately exercisable with respect to all or any part of the shares as to which such option remains unexercised. In the event of the death of the Optionee, the Optionee’s legal representative may within a period of not more than twelve (12) months after the Optionee’s death exercise the option. In the event of the disability of the Optionee, the Optionee may within a period of not more than thirty-six (36) months after the date of cessation of employment, exercise the option. In no event may the options be exercised more than seven (7) years from the date of grant.

Notwithstanding Paragraph 3, in the event of the death of the Optionee after retirement or disability, the Optionee’s legal representative may within a period of not more than twelve (12) months after the Optionee’s death exercise the option if and to the extent it was exercisable on the date of death. In no event may the options be exercised more than seven (7) years from the date of grant.

(iii) Termination . If Optionee’s employment with the Company is involuntarily terminated by the Company for any reason other than (1) because of Optionee’s gross and deliberate disregard of duties and responsibilities as an employee of the Company or one of its subsidiaries or (2) his engaging in a criminal act constituting a felony against the Company or one of its subsidiaries, the Optionee (or, in the event of the Optionee’s death, the Optionee’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Option if and to the extent it was exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

(iv) Voluntary Termination . If the Optionee voluntarily terminates his or her employment with the Company, or an Affiliate, the Optionee (or, in the event of the Optionee’s death, the Optionee’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

Neither this Agreement nor the Plan shall be construed as giving Optionee any right to compensation of any kind as a result of rights forfeited under the Plan at the termination of Optionee’s employment. Any forfeited options shall not be taken into account for any pension or insurance related benefit.

4. If the Optionee’s employment with the Company, or an Affiliate, is terminated by the Company or an Affiliate due to a reduction in force, job abolishment, or at the convenience of the Company, or an Affiliate, any and all unvested Options granted hereunder will vest and become fully exercisable on the date of termination.

5. The Company may, at any time, in its sole discretion and with or without cause, cancel the options, in whole or in part, to the extent they have not become exercisable at the time of such action.

6. The Optionee shall have no rights as a stockholder with respect to any shares of common stock subject to the options prior to the date of issuance to the Optionee of a certificate or certificates for such shares.

7. By accepting the options, the Optionee agrees that any and all shares of common stock purchased upon the exercise of an option shall be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and that each notice of the exercise of any portion of the options shall be accompanied by a representation and agreement in writing signed by the Optionee to the foregoing effect and, to the effect that no sale of such shares of common stock shall be made other than in compliance with the registration provisions of the Securities Act of 1933 or pursuant to an exemption

therefrom. If at the time such notice of exercise is given the shares issuable upon exercise of the options are registered under the Securities Act of 1933, the Optionee, if Optionee is an executive officer, director or owner, directly or indirectly, of five percent (5%) or more of the outstanding shares of common stock, or is (or may be deemed to be) an affiliate of the Company within the meaning of the rules and regulations under the Securities Act of 1933, shall, in lieu of the aforesaid representation and agreement, furnish an agreement in writing to the effect that he or she shall not offer or sell any of shares acquired as a result of such exercise unless the Company has registered such shares for resale under the Securities Act of 1933, or such Optionee sells such shares pursuant to an exemption from the registration requirements of such Act.

8. The Optionee shall be considered to be in the employment of the Company as long as the Optionee remains an employee of either the Company, a parent or subsidiary corporation of the Company, or a corporation or a parent or subsidiary of a corporation assuming or substituting a new option for this option. Any question as to whether and when there has been a termination of employment shall be determined either by the Committee or the Board of Directors of the employing corporation, and its determination shall be final.

Nothing herein contained shall confer upon the Optionee any right with respect to continuance of employment by the Company or interfere in any way with the right of the Company to terminate the Optionee’s service, responsibilities, duties and authority to represent the Company or such subsidiary at any time, in its sole discretion and with or without cause subject to applicable law.

9. If at any time the Company shall determine in its discretion that the listing or qualification of the shares of common stock subject hereto under any securities exchange requirements or under any applicable state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of the options or the issue of shares hereunder, the options may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company.

10. This option may be adjusted or required to be surrendered pursuant to the provisions of Section 7 of the Plan.

11. Upon an exercise of this option, the Company may be required to withhold applicable tax with respect to the realization of compensation by the Optionee as a result of exercise of this option. The Company is hereby authorized to satisfy any such tax by withholding cash or common stock distributable upon such exercise.

12. Any notice to be given to the Company under this Agreement shall be either delivered to the Stock Option Administrator by:


		email:		stock_options_admin@anadarko.com
		facsimile:		832/636-7557
		mail:		1201 Lake Robbins Drive
				The Woodlands, Texas 77380

and any notice to be given to the Optionee under this Agreement shall be addressed to the Optionee at the address designated below in the space provided therefor; provided, however, that either party may substitute

a different address by notice in writing to the other.

13. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, but neither this Agreement nor any rights hereunder shall be assignable by the Optionee except as specifically provided for herein.

14. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas.

EXHIBIT 10.5

November, 2005

ANADARKO PETROLEUM CORPORATION

1999 STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
(Seven-Year Term)
for Canadian Nationals

(ii) Death or Disability of Participant . In the event of the death of the Participant while an active employee of the Company, or an Affiliate, or if the Participant shall cease to be an employee of the Company, or an Affiliate, by reason of total disability, as defined in the Company’s Disability Plan, any outstanding Options granted to the Participant shall vest and be immediately exercisable with respect to all or any part of the Options which remain unexercised. In the event of the death of the Participant, the Participant’s legal representative or other person or persons to whom the Participant’s rights under the Options shall pass by the Participant’s will or the laws of descent and distribution, may,

within a period of not more than twelve (12) months after the date of death, exercise the Options. In the event of the total disability of the Participant, the Participant (or, in the event of Participant’s death, the Participant’s legal representative) may, within a period of not more than thirty-six (36) months after the date of cessation of employment, exercise the Options. In no event may the Options be exercised more than seven (7) years from the date of grant.

(iii) Termination Without Cause . If the Participant’s employment with the Company, or an Affiliate, is terminated by the Company or an Affiliate due to a reduction in force, job abolishment, or at the convenience of the Company, or an Affiliate as determined by the Company, the Participant (or, in the event of the Participant’s death, the Participant’s legal representative) may, within a period of not more than three (3) months after such cessation of employment, exercise the Options if and to the extent they were exercisable at the date of such cessation. In no event may the Options be exercised more than seven (7) years from the date of grant.

5. The Options may be adjusted or required to be surrendered pursuant to the provisions of

the 1999 Stock Incentive Plan.

9. There will be no tax withheld at the time of exercise. The Company will, however, report this ordinary income on the employee’s T4 Slip for the year in which the employee exercises. In addition, each employee will be entitled to a deduction equal to one half of the ordinary income pursuant to paragraph 110 (i)(d) of the Income Tax Act (Canada).

11. Unless otherwise specifically defined herein, each term used herein which is defined in the 1999 Stock Incentive Plan shall have the meaning assigned such term in the 1999 Stock Incentive Plan.

12. This Agreement may be amended by agreement of the Participant and the Company, without the consent of any other person.

13. This Agreement shall be governed by, and construed in accordance with the laws of the State of Texas except for paragraph 8 of this Agreement, which shall be governed by, and construed in accordance with, Canadian law.